Exhibit 4.3


NEITHER THE ISSUANCE AND SALE OF THE
SECURITIES REPRESENTED BY THIS WARRANT NOR THE SECURITIES INTO WHICH THIS
WARRANT IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “1933 ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE
WARRANT AND THE SECURITIES INTO WHICH THIS WARRANT IS EXERCISABLE MAY NOT BE
OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN
EFFECTIVE REGISTRATION STATEMENT FOR THE WARRANT OR THE SECURITIES INTO WHICH
THIS WARRANT IS EXERCISABLE UNDER THE 1933 ACT, OR (B) AN OPINION OF COUNSEL,
IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID
ACT AND APPLICABLE STATE SECURITIES LAWS OR (II) UNLESS SOLD PURSUANT TO RULE
144 UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE WARRANT AND THE
SECURITIES INTO WHICH THIS WARRANT IS EXERCISABLE MAY BE PLEDGED PURSUANT TO AN
AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT IN CONNECTION WITH A
BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE
WARRANT OR THE SECURITIES INTO WHICH THIS WARRANT IS EXERCISABLE.


 ‘mktg, inc.’


WARRANT TO PURCHASE COMMON STOCK


	
  

 	
  

 
	
 No. W-___

 	
  [___________], 2009

 


Void After December___, 2015


          THIS CERTIFIES
THAT, for value received, _________, with its principal office at
____________________, or its successors and permitted assigns (the “Holder”),
is entitled to subscribe for and purchase at the Exercise Price (defined below)
from ‘mktg, inc.’, a Delaware
corporation, with its principal office at 75 Ninth Avenue, New York, NY 10011
(the “Company”) up to ___________ shares of the common stock of the
Company, par value $0.001 per share (the “Common Stock”), subject to
adjustment as provided herein. This Warrant is one of a series of Warrants
being issued pursuant to the terms of the Securities Purchase Agreement, dated
November [___], 2009, among the Company and the original Holder of this Warrant
and the other parties named therein (the “Purchase Agreement”).
Capitalized terms not otherwise defined herein shall have the respective
meanings ascribed to such terms in the Purchase Agreement.


1. DEFINITIONS.
As used herein, the following terms shall have the meanings ascribed to them
below:


               (a)
“Exercise Period” shall mean the period commencing 180 days after the
date hereof and ending December ____, 2015 at 5:00 p.m. Eastern Standard Time,
unless sooner exercised or terminated as provided below.


               (b)
“Exercise Price” shall mean $0.001 per share, subject to adjustment
pursuant to Section 5 below.






               (c)
“Warrant Shares” shall mean the shares of the Common Stock issued upon
exercise of this Warrant, subject to adjustment pursuant to the terms herein,
including but not limited to adjustment pursuant to Section 5 below.


2. EXERCISE OF WARRANT.


          2.1
Method of Exercise. The rights represented by this Warrant may be
exercised in whole or in part at any time during the Exercise Period, by
delivery of the following to the Company at its address set forth above (or at
such other address as it may designate by notice in writing to the Holder):


               (a)
an executed Notice of Exercise in the form attached hereto;


               (b)
payment of the Exercise Price either (i) in cash or by check or wire transfer
of immediately available funds, or (ii) pursuant to a Cashless Exercise, as
described below; and


               (c)
this Warrant.


          Upon
the exercise of the rights represented by this Warrant, shares of Common Stock
shall be issued for the Warrant Shares so purchased, and shall be registered in
the name of the Holder or persons affiliated with the Holder, if the Holder so
designates, within a reasonable time after the rights represented by this
Warrant shall have been so exercised and shall be issued in certificate form
and delivered to the Holder, if so requested.


          The
person in whose name any Warrant Shares are to be issued upon exercise of this
Warrant shall be deemed to have become the holder of record of such shares on
the date on which this Warrant was surrendered and payment of the Exercise
Price was made, irrespective of the date of issuance of the shares of Common
Stock, except that, if the date of such surrender and payment is a date when
the stock transfer books of the Company are closed, such person shall be deemed
to have become the holder of such shares at the close of business on the next
succeeding date on which the stock transfer books are open.


          2.2
Cashless Exercise. Notwithstanding any provisions herein to the
contrary, if, at any time during the Exercise Period, the Current Market Price
(as defined below) of one share of Common Stock is greater than the Exercise
Price (at the date of calculation as set forth below), in lieu of exercising
this Warrant by payment of cash, the Holder may exercise this Warrant by a
cashless exercise by surrender of this Warrant at the principal office of the
Company together with the properly endorsed Notice of Exercise and the Company
shall issue to the Holder a number of shares of Common Stock computed using the
following formula:


	
  

 	
  

 	
  

 
	
 X =

 	
  

 	
 Y (B-A)

 
	
  

 	
  

 	
     B

 



 


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Where:

 	
 X =

 	
 the number
 of shares of Common Stock to be issued to the Holder.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Y =

 	
 the number
 of shares of Common Stock purchasable upon exercise of all of the Warrant or,
 if only a portion of the Warrant is being exercised, the portion of the
 Warrant being exercised.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 A =

 	
 the Exercise
 Price.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 B =

 	
 the Current
 Market Price of one share of Common Stock.

 


2






          “Current
Market Price” means on any particular date:


               (a)
if the Common Stock is traded on the Nasdaq Capital Market, the Nasdaq Global
Market or the Nasdaq Global Select Market, the average of the closing prices of
the Common Stock on such market over the five (5) trading days ending immediately
prior to the applicable date of valuation;


               (b)
if the Common Stock is traded on any registered national stock exchange but is
not traded on the Nasdaq Capital Market, the Nasdaq Global Market or the Nasdaq
Global Select Market, the average of the closing prices of the Common Stock on
such exchange over the five (5) trading days ending immediately prior to the
applicable date of valuation;


               (c)
if the Common Stock is traded over-the-counter, but not on the Nasdaq Capital Market,
the Nasdaq Global Market, the Nasdaq Global Select Market or a registered
national stock exchange, the average of the closing bid prices over the 30-day
period ending immediately prior to the applicable date of valuation; and


               (d)
if there is no active public market for the Common Stock, the value thereof, as
determined in good faith by the Board of Directors of the Company, subject to
the approval of such value by the holders of Warrants representing a majority
of the Warrant Shares then issuable upon exercise of unexercised Warrants.


          2.3
Partial Exercise. If this Warrant is exercised in part only, the Company
shall, upon surrender of this Warrant, execute and deliver, within ten (10)
days of the date of exercise, a new Warrant evidencing the rights of the
Holder, or such other person as shall be designated in the Notice of Exercise,
to purchase the balance of the Warrant Shares purchasable hereunder. In no
event shall this Warrant be exercised for a fractional Warrant Share, and the
Company shall not distribute a Warrant exercisable for a fractional Warrant
Share. Fractional Warrant Shares shall be treated as provided in Section 6
hereof.


          2.4
Delivery. Certificates for shares purchased hereunder shall be
transmitted by the transfer agent of the Company to the Holder by crediting the
account of the Holder’s prime broker with the Depository Trust Company through
its Deposit Withdrawal Agent Commission system if the Company is a participant
in such system (and so long as the legend may be removed in accordance with
Section 2(h) of the Purchase Agreement), and otherwise by physical delivery to
the address specified by the Holder in the Notice of Exercise.


3. COVENANTS OF THE COMPANY.


          3.1
Covenants as to Warrant Shares. The Company covenants and agrees that if
at any time during the Exercise Period the number of authorized but unissued
shares of Common Stock shall not be sufficient to permit exercise of this
Warrant, the Company will take such corporate action as may, in the opinion of
its counsel, be necessary to increase its authorized but unissued shares of
Common Stock (or other securities as provided herein) to such number of shares
as shall be sufficient for such purposes.


          3.2
No Impairment. Except and to the extent as waived or consented to by the
Holder or otherwise in accordance with Section 9 hereof, the Company
will not, by amendment of its Certificate of Incorporation (as such may be
amended from time to time), or through any means, avoid or seek to avoid the
observance or performance of any of the terms to be observed or performed
hereunder by the Company, but will at all times in good faith assist in the
carrying out of all the provisions of this Warrant and in the taking of all
such action as may be necessary or appropriate in order to protect the exercise
rights of the Holder against impairment.


3






          3.3
Notices of Record Date. In the event of any taking by the Company of a
record of the holders of any class of securities for the purpose of determining
the holders thereof who are entitled to receive any dividend (other than a cash
dividend which is the same as cash dividends paid in previous quarters) or
other distribution, the Company shall mail to the Holder, at least ten (10)
days prior to the date specified herein, a notice specifying the date on which
any such record is to be taken for the purpose of such dividend or
distribution.


4. REPRESENTATIONS OF HOLDER.


          4.1
Acquisition of Warrant for Personal Account. The Holder represents and
warrants that it is acquiring the Warrant and the Warrant Shares solely for its
account and not with a present view toward the public or distribution of said
Warrant or Warrant Shares or any part thereof in violation of the 1933 Act. The
Holder will not, directly or indirectly, offer, sell, pledge, transfer or
otherwise dispose of (or solicit any offers to buy, purchase or otherwise
acquire or take a pledge of) the Warrant except in accordance with the 1933 Act
and will not, directly or indirectly, offer, sell, pledge, transfer or
otherwise dispose of (or solicit any offers to buy, purchase or otherwise
acquire or take a pledge of) the Warrant Shares except in accordance with the
1933 Act.


          4.2
Securities Are Not Registered.


               (a)
The Holder understands that the offer and sale of the Warrant or the Warrant
Shares have not been registered under the 1933 Act on the basis that no
distribution or public offering of the stock of the Company is to be effected.
The Holder realizes that the basis for the exemption may not be present if,
notwithstanding its representations, the Holder has a present intention of
acquiring the securities for a fixed or determinable period in the future,
selling (in connection with a distribution or otherwise), granting any
participation in, or otherwise distributing the securities. The Holder has no
such present intention.


               (b)
The Holder recognizes that the Warrant and the Warrant Shares must be held
indefinitely unless they are subsequently registered under the 1933 Act or an
exemption from such registration is available. The Holder recognizes that the
Company has no obligation to register the Warrant or, except as provided in the
Purchase Agreement and the Registration Rights Agreement entered into in
connection therewith, the Warrant Shares, or to comply with any exemption from
such registration.


               (c)
The Holder is aware that neither the Warrant nor the Warrant Shares may be sold
pursuant to Rule 144 adopted under the 1933 Act unless certain conditions are
met, including, among other things, the existence of a public market for the
shares, the availability of certain current public information about the
Company, the resale following the required holding period under Rule 144 and
the number of shares being sold during any three (3) month period not exceeding
specified limitations. Holder is aware that any such sale made in reliance on
Rule 144, if Rule 144 is available, may be made only in accordance with the
terms of Rule 144.


          4.3
Disposition of Warrant and Warrant Shares. Holder understands that this
Warrant and until such time as the resale of the Warrant Shares have been
registered under the 1933 Act as contemplated by the Registration Rights
Agreement, the stock certificates representing the Warrant Shares, except as
set forth below, shall bear any legend as required by the “blue sky” laws of
any state and a restrictive legend in substantially the following form (and a
stop-transfer order may be placed against transfer of this warrant or such
stock certificates):


4






 [NEITHER THE ISSUANCE AND SALE OF THIS
WARRANT NOR THE SECURITIES INTO WHICH THIS WARRANT IS EXERCISABLE HAVE
BEEN][THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN] REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED
(I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE
SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF
COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED
UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR (II) UNLESS SOLD
PURSUANT TO RULE 144 UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES
MAY BE PLEDGED PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE
1933 ACT IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR
FINANCING ARRANGEMENT SECURED BY THE SECURITIES.


          The
legend set forth above shall be removed and the Company shall issue this
Warrant or a certificate without such legend to the holder of the Warrant
Shares upon which it is stamped, if, unless otherwise required by state
securities laws, (i) the Warrant or such Warrant Shares, as applicable, are
registered for resale under the 1933 Act, (ii) in connection with a sale,
assignment or other transfer, such holder provides the Company with an opinion
of counsel, in a generally acceptable form, to the effect that such sale,
assignment or transfer of the Warrant or the Warrant Shares, as applicable, may
be made without registration under the applicable requirements of the 1933 Act,
or (iii) such holder provides the Company with reasonable assurance that the
Warrant or the Warrant Shares, as applicable can be sold, assigned or
transferred pursuant to Rule 144(k).


5. ADJUSTMENT OF EXERCISE PRICE.
In the event of changes in the outstanding Common Stock of the Company by
reason of stock dividends, split-ups, recapitalizations, reclassifications,
combinations or exchanges of shares, separations, reorganizations,
liquidations, or the like (other than as set forth in Section 7), the
number and class of shares available under the Warrant in the aggregate and the
Exercise Price shall be correspondingly adjusted to give the Holder, on
exercise for the same aggregate Exercise Price, the total number, class, and
kind of shares as the Holder would have owned had the Warrant been exercised
prior to the event and had the Holder continued to hold such shares until after
the event requiring adjustment. The form of this Warrant need not be changed
because of any adjustment in the number, class, and kind of shares subject to
this Warrant. The Company shall promptly provide a certificate from its Chief
Executive Officer notifying the Holder in writing of any adjustment in the
Exercise Price and/or the total number, class, and kind of shares issuable upon
exercise of this Warrant, which certificate shall specify the Exercise Price
and number, class and kind of shares under this Warrant after giving effect to
such adjustment.


6. FRACTIONAL SHARES.
No fractional shares shall be issued upon the exercise of this Warrant as a
consequence of any adjustment pursuant hereto. All Warrant Shares (including
fractions) issuable upon exercise of this Warrant may be aggregated for
purposes of determining whether the exercise would result in the issuance of
any fractional share. If, after aggregation, the exercise would result in the
issuance of a fractional share, the Company shall, in lieu of issuance of any
fractional share, pay the Holder otherwise entitled to such fraction a sum in
cash equal to the product resulting from multiplying the Current Market Price
of the Common Stock on the date of exercise of the Warrant by such fraction.


5






7. CERTAIN EVENTS.
In the event of, at any time during the Exercise Period, any capital
reorganization, or any reclassification of the capital stock of the Company
(other than a change in par value or from par value to no par value or no par
value to par value or as a result of a stock dividend or subdivision,
split-up or combination of shares), or the consolidation or merger of the Company with or into another corporation (other than a merger solely to effect
a reincorporation of the Company into another state), in each case, in which
the stockholders of the Company immediately prior to such capital
reorganization, reclassification, consolidation or merger, will hold less than
a majority of the outstanding shares of the Company or resulting corporation immediately
after such capital reorganization, reclassification, consolidation or merger,
or the sale or other disposition of all or substantially all of the properties
and assets of the Company and its subsidiaries, taken as a whole, in its
entirety to any other person, other than sales or other dispositions that do
not require stockholder approval (each, an “Event”), then, as a
condition of such Event, lawful and adequate provision shall be made whereby
each Holder shall thereafter have the right to purchase and receive upon the
basis and upon the terms and conditions herein specified and in lieu of the
Warrant Shares immediately theretofore issuable upon exercise of the Warrant,
such shares of stock, securities or assets as would have been issuable or payable
with respect to or in exchange for a number of Warrant Shares equal to the
number of Warrant Shares immediately theretofore issuable upon exercise of the
Warrant, had such Event not taken place, and in any such case appropriate
provision shall be made with respect to the rights and interests of each Holder
to the end that the provisions hereof (including, without limitation, provision
for adjustment of the Exercise Price) shall thereafter be applicable, as nearly
equivalent as may be practicable in relation to any shares of stock, securities
or assets thereafter deliverable upon the exercise hereof. The Company shall
not effect any such Event unless prior to or simultaneously with the
consummation thereof the successor corporation (if other than the Company)
resulting from such consolidation or merger, or the corporation purchasing or
otherwise acquiring such assets or other appropriate corporation or entity
shall assume the obligation to deliver to the Holder, at the last address of
the Holder appearing on the books of the Company, such shares of stock,
securities or assets as, in accordance with the foregoing provisions, the
Holder may be entitled to purchase, and the other obligations under this
Warrant. The provisions of this Section 7 shall similarly apply to
successive reorganizations, reclassifications, consolidations, mergers, sales,
transfers or other dispositions.


8. STOCKHOLDER RIGHTS.
This Warrant in and of itself shall not entitle the Holder to any voting rights
or other rights as a stockholder of the Company.


9. LOST, STOLEN, MUTILATED OR DESTROYED
WARRANT. If this Warrant is lost, stolen,
mutilated or destroyed, the Company may, on such terms as to indemnity or
otherwise as it may reasonably impose (which shall, in the case of a mutilated
Warrant, include the surrender thereof), issue a new Warrant of like
denomination and tenor as the Warrant so lost, stolen, mutilated or destroyed.
Any such new Warrant shall constitute an original contractual obligation of the
Company, whether or not the allegedly lost, stolen, mutilated or destroyed
Warrant shall be at any time enforceable by anyone.


10. MODIFICATIONS AND WAIVER.
This Warrant and any provision hereof may be changed, waived, discharged or
terminated only by an instrument in writing signed by the Company and (i)
Purchasers holding Warrants representing a majority of the number of Warrant
Shares then issuable upon exercise of the then unexercised Warrants, provided,
however, that such modification, amendment or waiver is made with respect to
all unexercised Warrants issued pursuant to the Purchase Agreement and does not
adversely affect the Holder without adversely affecting all holders of Warrants
in a similar manner; or (ii) the Holder.


11. NOTICES, ETC.
All notices required or permitted hereunder shall be in writing and shall be
deemed effectively given: (a) upon personal delivery to the party to be
notified, (b) when sent by confirmed email, telex or facsimile if sent during
normal business hours of the recipient, if not, then on the next business day,
(c) five (5) days after having been sent by registered or certified mail,
return receipt requested, postage prepaid, or (d) one (1) business day after
deposit with a nationally recognized overnight courier, specifying next day
delivery, with written verification of receipt. All communications shall be
sent to the Company at the address listed on the signature page and to the
Holders at the addresses on the Company records, or at such other address as
the Company or Holder may designate pursuant to this Section 11.


6






12. ACCEPTANCE.
Receipt of this Warrant by the Holder shall constitute acceptance of and
agreement to all of the terms and conditions contained herein.


13. GOVERNING LAW; JURISDICTION; JURY
TRIAL. All questions concerning the construction,
validity, enforcement and interpretation of this Warrant shall be governed by
the internal laws of the State of New York, without giving effect to any choice
of law or conflict of law provision or rule (whether of the State of New York
or any other jurisdictions) that would cause the application of the laws of any
jurisdictions other than the State of New York. Each party hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting
in The City of New York, Borough of Manhattan, for the adjudication of any
dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein, and hereby irrevocably waives, and
agrees not to assert in any suit, action or proceeding, any claim that it is
not personally subject to the jurisdiction of any such court, that such suit,
action or proceeding is brought in an inconvenient forum or that the venue of
such suit, action or proceeding is improper. Each party hereby irrevocably
waives personal service of process and consents to process being served in any
such suit, action or proceeding by mailing a copy thereof to such party at the
address for such notices to it under this Warrant and agrees that such service
shall constitute good and sufficient service of process and notice thereof.
Nothing contained herein shall be deemed to limit in any way any right to serve
process in any manner permitted by law. EACH
PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO
REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED
HEREBY.


14. DESCRIPTIVE HEADINGS.
The descriptive headings of the several paragraphs of this Warrant are inserted
for convenience only and do not constitute a part of this Warrant. The language
in this Warrant shall be construed as to its fair meaning without regard to
which party drafted this Warrant.


15. SEVERABILITY.
The invalidity or unenforceability of any provision of this Warrant in any
jurisdiction shall not affect the validity or enforceability of such provision
in any other jurisdiction, or affect any other provision of this Warrant, which
shall remain in full force and effect.


 [Signature Page Follows]


7






          IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its duly
authorized officer as of December [___________], 2009.


	
  

 	
  

 	
  

 
	
  

 	
  ‘mktg, inc.’

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	 

 
	
  

 	
  

 	
 Name:

 
	
  

 	
  

 	
 Title:

 
	
  

 	
  

 	
  

 
	
  

 	
 Address:

 	
 75 Ninth
 Avenue

 
	
  

 	
  

 	
 New York,
 New York 10011

 
	
  

 	
  

 	
 Attention:    Secretary

 


8






NOTICE OF EXERCISE


TO: mktg, inc.


          (1)
The undersigned hereby elects to (check one box only):


          o____________
purchase ___________ shares of the Common Stock of mktg, inc. (the “Company”)
pursuant to the terms of the attached Warrant, and tenders herewith payment of
the exercise price in full for such shares, together with all applicable
transfer taxes, if any.


          o
____________ purchase the number of shares of Common Stock of the Company by
cashless exercise pursuant to the terms of the Warrant as shall be issuable
upon cashless exercise of the portion of the Warrant relating to _________ shares,
and shall tender payment of all applicable transfer taxes, if any.


          (2)
Please issue a certificate or certificates representing said shares of Common
Stock in the name of the undersigned or in such other name as is specified
below:


____________________________________

(Name)


____________________________________


____________________________________

(Address)


          (3)
The undersigned represents that (i) the aforesaid shares of Common Stock are
being acquired for the account of the undersigned for investment and not with a
view to, or for resale in connection with, the distribution thereof and that
the undersigned has no present intention of distributing or reselling such
shares; (ii) the undersigned is aware of the Company’s business affairs and
financial condition and has acquired sufficient information about the Company
to reach an informed and knowledgeable decision regarding its investment in the
Company; (iii) the undersigned is experienced in making investments of this
type and has such knowledge and background in financial and business matters
that the undersigned is capable of evaluating the merits and risks of this
investment and protecting the undersigned’s own interests; (iv) the undersigned
is aware that the aforesaid shares of Common Stock may not be sold pursuant to
Rule 144 adopted under the 1933 Act unless certain conditions are met and until
the undersigned has held the shares for the number of years prescribed by Rule
144, that among the conditions for use of the Rule is the availability of
current information to the public about the Company and the Company has not
made such information available and has no present plans to do so; and (v) the
undersigned agrees not to make any disposition of all or any part of the
aforesaid shares of Common Stock unless and until there is then in effect a
registration statement under the 1933 Act covering such proposed disposition
and such disposition is made in accordance with said registration statement, or
such registration is not required.


	
  

 	
  

 	
  

 
	 

 	
  

 	 

 
	
 (Date)

 	
  

 	
 (Signature)

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	 

 
	
  

 	
  

 	
 (Print name)